1012-00005 · Stonefield Logistics Group · Depositions

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ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL

DEPOSITION SUMMARY AND ANALYSIS

Deposition of Derek Pruitt

MATTER: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

C&H MATTER NO.: 1012-00005

DATE: July 17, 2023

PREPARED BY: Simone Laroche, Associate, Calderwood & Harkness LLP

DISTRIBUTED TO: Samuel Eklund, Responsible Partner; Patrick Gallagher, Lead Associate

RE: Summary and Analysis of the Deposition of Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.

PRIVILEGE DESIGNATION: This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected from disclosure under Federal Rule of Civil Procedure 26(b)(3) and the work product doctrine as articulated in Hickman v. Taylor, 329 U.S. 495 (1947). This memorandum contains the mental impressions, conclusions, opinions, and legal theories of counsel. It is not intended for distribution beyond the identified recipients without prior approval of the responsible partner. Under no circumstances should this memorandum be produced to opposing counsel, the client, or any third party without express authorization.

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I. DEPOSITION OVERVIEW

The deposition of Derek Pruitt was taken on July 10, 2023, at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166. The deposition commenced at approximately 9:30 a.m. and concluded at approximately 5:15 p.m., lasting approximately seven hours inclusive of a one-hour lunch break and two additional short breaks taken at the request of defending counsel.

The following individuals were present at the deposition:

The deposition was both stenographically recorded and videotaped. The rough transcript was received from Prestige Court Reporting Services LLC on July 12, 2023. The final certified transcript is expected within thirty days of the deposition date, consistent with the court reporter's standard turnaround. The witness has reserved his right to read and sign the deposition transcript pursuant to Federal Rule of Civil Procedure 30(e). Unless otherwise indicated, all transcript citations in this memorandum refer to the rough transcript and are subject to revision upon receipt of the final certified version.

A total of twenty-four exhibits were marked during the deposition (Pruitt Depo. Ex. 1 through Ex. 24). These exhibits included key provisions of the Transportation Services Agreement, internal Vantor and VTS communications, quarterly performance reports, the Stonefield Cure Notice, Vantor's response to the Cure Notice, the termination letter, and Vantor's demand letter. A complete exhibit list is set forth in Section XI below.

II. BACKGROUND AND ROLE OF WITNESS

Derek Pruitt testified that he has served as Vice President of Business Development at Vantor Holdings Corp. ("Vantor" or "VHC") since approximately September 2017. In this capacity, Pruitt reports directly to Vantor's Chief Executive Officer, Nikolai Vantorovich. Pruitt described his primary responsibilities as managing relationships with Vantor's major shipper-broker accounts, overseeing account retention strategies, and participating in the negotiation of significant transportation contracts on behalf of Vantor and its wholly owned operating subsidiary, Vantor Transport Services LLC ("VTS").

Pruitt testified that the Stonefield Logistics Group Inc. ("Stonefield" or "SLG") account was one of his principal account management responsibilities. He characterized the SLG account as one of Vantor's "top three" revenue accounts, generating approximately $40 to $45 million annually in transportation charges at the height of the relationship. Pruitt identified his primary counterpart at Stonefield as Janet Kirkwood, who held the title of Vice President, Carrier Relations. Pruitt described his relationship with Kirkwood as generally professional and stated that they communicated regularly by telephone and email throughout the life of the account, though the frequency and tone of those communications varied over time, as discussed further below.

Pruitt confirmed that the operative agreement governing the parties' relationship was the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) (the "TSA"). The TSA was executed between Stonefield Logistics Group Inc., as "Shipper-Broker," and Vantor Transport Services LLC, as "Carrier-Provider." Pruitt testified that VTS is the wholly owned operating subsidiary of Vantor Holdings Corp., and that VTS was the entity responsible for day-to-day transportation operations under the TSA.

Pruitt described his involvement in the negotiation of the TSA. He testified that he participated in the negotiations alongside Vantor's Chief Operating Officer, Sandra Milescu, on the Vantor side, and that Stonefield's contract team — which Pruitt recalled as including Janet Kirkwood and representatives from Stonefield's legal department — negotiated on the SLG side. Pruitt identified the law firm Ashford Meridian LLP as having drafted the TSA on Stonefield's behalf. Pruitt recalled that the negotiation process spanned approximately three to four months before the agreement was finalized and executed in March 2019, with an effective date of April 1, 2019.

Pruitt's testimony regarding his role and background was largely consistent with the information set forth in Vantor's initial disclosures and in the publicly available corporate records for Vantor Holdings Corp. His testimony established him as the individual at Vantor with the most direct knowledge of the commercial relationship with Stonefield, while also revealing — as discussed throughout this memorandum — significant gaps in his knowledge of VTS's operational decisions and the contractual provisions at issue.

III. TESTIMONY REGARDING TSA PERFORMANCE — CONTRACT YEARS 1 AND 2

A. Contract Year 1 (April 1, 2019 – March 31, 2020)

Pruitt described Contract Year 1 ("CY1") as a period that was "generally smooth" from both an operational and a commercial perspective. He testified that VTS met or exceeded all five of the Service Level Obligations ("SLOs") established in the TSA throughout CY1. Those SLOs, as set forth in the agreement, required VTS to maintain the following minimum performance thresholds on a quarterly rolling basis:

1. On-time pickup rate: ≥ 95%

2. On-time delivery rate: ≥ 93%

3. Cargo claims ratio: ≤ 0.5% of total freight value

4. Tender acceptance rate: ≥ 90%

5. Equipment availability: ≥ 85% of committed fleet capacity

Pruitt confirmed that during CY1, Stonefield tendered freight volumes at or above the Annual Committed Volume ("ACV") of $43.2 million, which was the contractual minimum volume commitment set forth in Schedule A to the TSA. Pruitt characterized the relationship during this period as "cooperative" and "productive," and stated that there were no material disputes between the parties during CY1.

Pruitt's testimony regarding CY1 performance is consistent with the documentary record and is not contested by either party. CY1 performance is not a focal point of the litigation, but it establishes the contractual baseline against which the subsequent performance deterioration must be measured.

B. Contract Year 2 (April 1, 2020 – March 31, 2021)

Pruitt acknowledged that the onset of the COVID-19 pandemic in early 2020 "significantly disrupted" freight demand across the transportation industry. He testified that both Vantor and Stonefield were affected by the pandemic and the resulting economic dislocation.

When questioned about Stonefield's invocation of the force majeure provision under TSA Section 12.1, Pruitt stated that he was "aware" that Stonefield had sent a force majeure notice but could not recall the specific date on which the notice was received or the precise terms of the notice. He described himself as being "on the periphery" of the force majeure discussion and deferred to other Vantor personnel — specifically COO Sandra Milescu and CFO Gregory Fielding — as the individuals who handled Vantor's assessment of the force majeure notice. Stonefield invoked force majeure for the six-month period from April 2020 through September 2020, during which freight volumes were substantially reduced due to COVID-related disruptions.

Pruitt confirmed that Stonefield's actual freight tenders during CY2 totaled approximately $31.8 million, which he characterized as "below the $43.2 million commitment." However, when confronted with the force majeure adjustment calculation — which reduced the CY2 ACV to $21.6 million (calculated as $43.2 million multiplied by 6/12, reflecting the exclusion of the six-month force majeure period from the ACV calculation) — Pruitt stated that he was "not the person who tracked those calculations" and again deferred to Vantor's CFO, Gregory Fielding. This is a significant point for Stonefield's defense, as Stonefield's actual tenders of $31.8 million exceeded the force-majeure-adjusted ACV of $21.6 million by approximately $10.2 million, thereby negating Vantor's assertion of a volume shortfall in CY2.

Pruitt acknowledged that VTS experienced its own "COVID-related challenges" during CY2, including reduced driver availability, increased absenteeism among existing drivers, and logistical complications arising from public health mandates. Pruitt characterized these challenges as "not unique to VTS" and described them as affecting the entire trucking industry during that period.

On redirect examination by Jason Whitford of Caldwell Royce & Shapiro LLP, Pruitt was asked about freight volumes following the conclusion of the force majeure period in September 2020. Pruitt testified that even after the force majeure period ended, Stonefield's volumes "never returned to pre-COVID levels." This testimony is relevant to Vantor's narrative that Stonefield used the pandemic as a pretext to reduce its volume commitments and shift freight to competing carriers, a theme that Vantor is expected to press at trial.

IV. TESTIMONY REGARDING Q3–Q4 2021 PERFORMANCE DETERIORATION

A. Awareness of Service Level Failures

Pruitt acknowledged that he was aware VTS was "struggling" with its service performance in the second half of 2021, particularly during the fourth quarter of that year. Pruitt described this period as a "difficult operating environment" characterized by a "nationwide driver shortage," elevated fuel costs, and general supply chain disruptions.

When shown the VTS Q4 2021 Performance Report, an internal VTS document marked as Pruitt Deposition Exhibit 9, Pruitt confirmed the following performance metrics for the fourth quarter of 2021:

Pruitt initially attempted to characterize these performance shortfalls as "industry-wide" and attributable to macroeconomic conditions, including the "nationwide driver shortage" and disruptions in the freight market. However, when pressed by examining counsel, Pruitt acknowledged that the specific metrics reflected in the Q4 2021 Performance Report fell "materially below" the contractual SLO thresholds set forth in the TSA. This concession was made after a sustained line of questioning in which Pruitt was asked to compare each actual metric to the corresponding contractual threshold, one by one.

Pruitt's key admission on this point warrants emphasis: Pruitt testified, "I think everybody recognized we were struggling to maintain the committed fleet capacity in Q4 of 2021. It was a difficult operating environment." (Rough Tr. at approximately 147:8–11.) This testimony constitutes a direct admission that VTS was aware of its failure to meet contractual service levels and that the failure was not limited to a single metric but was systemic across all five SLOs.

B. Fleet Redeployment

A critical area of examination concerned VTS's decision to reassign approximately 85 tractors from SLG-dedicated lanes to other accounts in October 2021. This fleet redeployment is central to Stonefield's defense because it demonstrates that VTS's performance deterioration was not simply the product of market conditions but was, at least in part, the direct result of VTS's own decision to reduce the fleet resources devoted to the Stonefield account.

Pruitt was asked whether he was aware that VTS had reassigned approximately 85 tractors from SLG-dedicated lanes to other accounts in October 2021. Pruitt stated that he was "generally aware that fleet decisions were being made by operations" but claimed that he was "not involved in those day-to-day fleet allocation decisions." He deferred to COO Sandra Milescu as the individual responsible for fleet redeployment decisions within VTS.

Pruitt was then shown an email dated November 12, 2021, from Sandra Milescu to Nikolai Vantorovich, Bates-stamped VHC-008417, which was marked as Pruitt Deposition Exhibit 10. The email states, in pertinent part:

"We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."

Pruitt stated that he had "not seen that email before" the deposition and was "surprised by the language." His reaction appeared genuine and was visible on the video record. Nevertheless, the content of the Milescu email is highly probative for Stonefield's defense, as it demonstrates that (a) VTS deliberately reduced fleet capacity dedicated to the Stonefield account, (b) VTS's senior leadership was aware that the redeployment would adversely affect service to Stonefield, and (c) VTS chose not to notify Stonefield of the capacity reduction.

On further questioning, Pruitt acknowledged that he did not notify Stonefield or Janet Kirkwood that VTS had reduced the available fleet capacity for SLG-dedicated lanes. When asked to explain why the fleet reduction was not disclosed to Stonefield, Pruitt stated, "That would have been an operations decision, not something I would have communicated." This response, while perhaps technically accurate as to the internal division of responsibilities at VTS, does not absolve Vantor from the failure to disclose a material change in its ability to perform under the TSA. As the primary relationship manager for the SLG account, Pruitt's failure to communicate — or even to inquire about — a reduction of more than 20% of committed fleet capacity is noteworthy and undercuts any suggestion that VTS acted in good faith during this period.

C. Cargo Claims

Pruitt was shown records reflecting sixteen cargo claims filed during November and December 2021, totaling $387,400 in claimed losses. These claims yielded an approximate cargo claims ratio of 1.07%, measured against the contractual SLO threshold of ≤ 0.5%. Pruitt acknowledged that the volume and value of claims were "higher than normal" during this period.

However, Pruitt disputed the accuracy of some individual claims, stating that certain claims were "still being investigated" at the time the data was compiled. When asked to identify the specific claims that he believed were inaccurate, Pruitt was unable to do so. He could not provide the claim numbers, the amounts at issue, or any basis for his assertion that specific claims were erroneous. Furthermore, Pruitt did not produce or identify any documentation — such as internal investigation reports, carrier inspection records, or correspondence with claimants — that would support his challenge to the accuracy of the claims data. This failure to substantiate his challenge effectively concedes the cargo claims metric for purposes of assessing VTS's compliance with the SLOs.

D. Pruitt's Characterization of Causation

Throughout the deposition, Pruitt repeatedly asserted that VTS's performance deficiencies in the second half of 2021 were caused, at least in substantial part, by Stonefield's own actions. Pruitt advanced two primary causation theories:

(1) Volume Shortfalls. Pruitt testified that Stonefield's failure to tender freight volumes meeting the Annual Committed Volume minimums in Contract Years 2 and 3 reduced VTS's revenue from the Stonefield account and forced VTS to "reallocate resources to more reliable accounts" in order to maintain overall fleet utilization and financial viability. In Pruitt's characterization, VTS was compelled to redeploy assets away from the SLG account because Stonefield's reduced tendering made it economically unviable to maintain the full committed fleet on SLG-dedicated lanes.

(2) Alleged Exclusivity Violations. Pruitt testified that Stonefield diverted freight to competing carriers, specifically Cascade Freight Systems Inc. and Briarwood Trucking Co., on lanes that Pruitt believed were covered by the exclusivity provisions set forth in Schedule C of the TSA. Pruitt characterized this alleged diversion as a breach of the TSA that further reduced VTS's revenue from the Stonefield account and compounded the volume shortfall problem.

With respect to the exclusivity allegations, Pruitt testified that he personally complained to Janet Kirkwood in "multiple phone calls" during late 2021 about Stonefield sending freight to Cascade and Briarwood on lanes that Pruitt believed were subject to the exclusivity provisions. However, Pruitt's testimony on this point was significantly undermined during cross-examination.

When asked to identify the specific lanes on which Cascade Freight Systems and Briarwood Trucking were used, Pruitt identified "Lanes 8 through 14." However, when asked whether those lanes were designated as "Primary Lanes" (which are subject to the exclusivity provisions under Schedule C) or "Secondary Lanes" (which are not subject to exclusivity and on which Stonefield is permitted to use multiple carriers), Pruitt was unable to make the distinction. Pruitt conceded on cross-examination that he had not reviewed Schedule C of the TSA prior to the deposition and did not know whether Lanes 8 through 14 were designated as Primary Lanes or Secondary Lanes under Schedule C, Section 2.

This concession is highly significant for Stonefield's defense. As set forth in the September 30, 2022 exclusivity analysis memorandum prepared by this office, Lanes 8 through 14 are all designated as Secondary Lanes under Schedule C, Section 2, and are therefore not subject to the exclusivity provisions. Stonefield's use of Cascade Freight Systems and Briarwood Trucking on these lanes was contractually permissible and does not constitute a breach of the TSA.

V. TESTIMONY REGARDING THE CURE NOTICE AND TERMINATION

A. Cure Notice (January 18, 2022)

Pruitt confirmed that Vantor received a Cure Notice dated January 18, 2022, which was issued by Raymond Hess, Director of Contract Compliance at Stonefield, and addressed to Sandra Milescu in her capacity as COO of Vantor/VTS. The Cure Notice was marked as Pruitt Deposition Exhibit 7. Pruitt acknowledged that the Cure Notice identified specific SLO breaches, set forth the applicable performance metrics alongside the contractual thresholds, and invoked the 30-day cure period set forth in TSA Section 13.1(a).

Pruitt testified that after receipt of the Cure Notice, he participated in internal discussions at Vantor regarding how to respond. However, Pruitt stated that the substantive response was "primarily handled by" COO Sandra Milescu and Vantor's outside legal counsel at Caldwell Royce & Shapiro LLP. Pruitt described his role in the response process as that of a contributor rather than a decision-maker.

B. Vantor's February 14, 2022 Response

Pruitt confirmed that Vantor's formal response to the Cure Notice was transmitted on February 14, 2022, three days before the expiration of the 30-day cure period on February 17, 2022. The response, which was marked as Pruitt Deposition Exhibit 8, was sent by Pruitt himself to Janet Kirkwood at Stonefield.

Pruitt acknowledged that the response "acknowledged operational challenges" that VTS had been experiencing but asserted that Vantor was "taking steps to cure" the identified deficiencies. When asked to describe the specific cure steps that VTS actually implemented between January 18, 2022 (the date of the Cure Notice) and February 17, 2022 (the expiration of the cure period), Pruitt's testimony was notably vague.

Pruitt stated that VTS "was working on hiring additional drivers" and "was looking at bringing in additional equipment" during the cure period. He referenced unspecified "conversations" with driver recruitment agencies and equipment leasing companies. However, Pruitt could not identify any of the following:

• Any specific new driver hires made during the 30-day cure period;

• Any equipment acquisitions or lease agreements executed during the cure period;

• Any fleet redeployments back to SLG-dedicated lanes during the cure period;

• Any post-cure-period performance metrics demonstrating improved performance on any of the five SLOs.

This represents a key admission for Stonefield's defense. The inability of Vantor's primary account relationship manager to identify even a single concrete cure step taken during the contractual cure period strongly supports Stonefield's position that VTS failed to cure the identified material breaches within the time permitted under TSA Section 13.1(a). This testimony should be central to the anticipated motion for summary judgment on the issue of whether Stonefield's termination was properly exercised for Cause.

C. Termination (March 4, 2022)

Pruitt confirmed receipt of the termination letter dated March 4, 2022, sent by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC. The termination letter, marked as Pruitt Deposition Exhibit 11, terminated the TSA effective immediately under Section 13.1(a) for failure to cure material breaches of the Service Level Obligations identified in the January 18, 2022 Cure Notice.

Pruitt characterized the termination as "completely unjustified" and "pretextual." He asserted that the "real motivation" behind Stonefield's decision to terminate the TSA was Stonefield's desire to avoid the contractual rate adjustment scheduled to take effect on April 1, 2022, under the Rate Adjustment Mechanism set forth in TSA Section 5.3. Pruitt testified that the April 2022 rate adjustment would have increased VTS's per-mile rates by approximately 14.3%, from a weighted average of approximately $2.87 per mile to approximately $3.28 per mile, which Pruitt calculated would have added approximately $6.2 million in annual transportation costs to Stonefield's expenditures under the TSA.

When asked directly whether he had any documentary evidence — such as an email, memorandum, text message, or other written communication — in which Stonefield personnel specifically discussed avoiding the rate adjustment as a reason or motivation for terminating the TSA, Pruitt stated, "I don't have an email or a memo, but it's obvious from the timing." Pruitt acknowledged that his pretext theory was based on inference and temporal proximity rather than direct evidence of Stonefield's intent.

VI. TESTIMONY REGARDING VOLUME SHORTFALLS AND STONEFIELD'S ALLEGED BREACH

A. CY2 Shortfall Allegations

Pruitt testified that Stonefield failed to tender the $43.2 million Annual Committed Volume during Contract Year 2 (April 2020 through March 2021), with actual tenders totaling only approximately $31.8 million. Pruitt characterized this as an $11.4 million shortfall against the contractual commitment.

However, when confronted with the force majeure adjustment applicable to CY2, Pruitt's testimony was less than persuasive. Stonefield invoked the force majeure provision under TSA Section 12.1 for the six-month period from April 2020 through September 2020, which, under the contractual formula, reduced the applicable ACV for CY2 to $21.6 million (i.e., $43.2 million × 6/12, reflecting the exclusion of the six-month force majeure period). Stonefield's actual tenders of $31.8 million therefore exceeded the adjusted ACV by approximately $10.2 million, negating any claim of a volume shortfall during CY2.

Pruitt maintained, notwithstanding the force majeure adjustment, that the force majeure provision "should not have applied" because "freight didn't completely stop during COVID" and Vantor "kept providing service throughout the pandemic." This argument reflects a misreading of the force majeure provision, which does not require a complete cessation of freight activity but rather excuses performance when freight demand is materially impaired by qualifying events beyond the affected party's control. Moreover, Pruitt acknowledged that Vantor did not send a formal objection to Stonefield's force majeure notice at the time it was received, which is significant because TSA Section 12.1(c) requires any dispute regarding the applicability of force majeure to be raised within fifteen business days of receipt of the force majeure notice. Vantor's failure to timely object constitutes a waiver of its right to challenge the force majeure designation for CY2.

B. CY3 Shortfall Allegations

Pruitt testified that Stonefield tendered approximately $36.5 million during the portion of Contract Year 3 that elapsed prior to the termination date — specifically, the ten-month period from April 2021 through approximately late January 2022. Pruitt compared this figure to the full-year ACV of $43.2 million and characterized the difference of approximately $6.7 million as a "clear shortfall."

On cross-examination, Pruitt acknowledged two significant weaknesses in this calculation. First, CY3 was not yet complete at the time of termination: only approximately ten of the twelve contract months had elapsed, meaning that any comparison to the full-year ACV is inherently incomplete. Second, Pruitt conceded that his shortfall calculation assumed a linear distribution of freight volumes across the twelve months of the contract year, which Pruitt himself acknowledged was "not always how freight volumes work in practice." Freight volumes in the transportation industry are subject to significant seasonal variation, with higher volumes typically occurring in the fourth calendar quarter (October through December), which corresponds to the latter portion of CY3. It is therefore possible — and indeed probable — that Stonefield's full-year CY3 volumes would have met or approached the ACV had the contract not been terminated.

C. Alleged Exclusivity Violations

As discussed in Section IV.D above, Pruitt alleged that Stonefield diverted freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. in violation of the exclusivity provisions set forth in Schedule C of the TSA. However, Pruitt's testimony on this topic was substantially undermined by his inability to distinguish between Primary Lanes (which are subject to the exclusivity provisions) and Secondary Lanes (which are not), and by his concession that he had not reviewed Schedule C prior to the deposition.

Pruitt could not quantify the dollar value of freight allegedly diverted in violation of the exclusivity provisions. He could not identify the specific shipments, the dates on which they occurred, or the rates at which Cascade and Briarwood transported the freight. This lack of specificity renders Pruitt's exclusivity violation testimony of minimal probative value and significantly weakens Vantor's affirmative counterclaim on this theory.

VII. TESTIMONY REGARDING POST-TERMINATION MITIGATION EFFORTS

This section addresses what is, in the undersigned's assessment, the single most significant area of weakness in Vantor's case: the absence of any meaningful post-termination mitigation efforts by Vantor or VTS.

Pruitt was asked what steps Vantor and VTS took after March 4, 2022 — the date of the TSA termination — to mitigate damages by replacing the lost Stonefield volume. Pruitt testified that Vantor "tried to find replacement business" but acknowledged that the freight market in the first and second quarters of 2022 was "volatile" and "challenging."

When pressed for specifics, Pruitt was unable to identify any concrete mitigation actions. Examining counsel asked Pruitt to identify any of the following:

• New shipper contracts entered into by Vantor or VTS after March 4, 2022;

• Requests for proposals ("RFPs") responded to by Vantor or VTS in the post-termination period;

• Specific sales outreach efforts directed at prospective replacement accounts;

• Engagement of freight brokers to market VTS's available capacity;

• Hiring of business development consultants or sales representatives to pursue replacement volume;

• Any formal marketing or capacity solicitation activities.

Pruitt could not identify any such actions. His response was limited to the following: "I believe our business development team was reaching out to other shippers, but I don't have the specifics in front of me." When asked to name any specific shippers contacted, any proposals submitted, or any replacement contracts secured, Pruitt was unable to do so.

Pruitt was then shown Vantor's interrogatory responses — specifically, the response to Stonefield's Interrogatory No. 14, which asked Vantor to "describe in detail all steps taken by Vantor Holdings Corp. and/or Vantor Transport Services LLC to mitigate the damages allegedly caused by the termination of the TSA, including without limitation the identification of all replacement contracts, all efforts to market available capacity, and all engagements with freight brokers, consultants, or other intermediaries." Vantor's response stated that it "undertook reasonable efforts to replace the lost volume, including outreach to existing and prospective shipper accounts." When asked to point to any documentation supporting this interrogatory response, Pruitt could not do so.

This line of questioning is particularly damaging because the freight market in early-to-mid 2022 was exceptionally favorable for carriers. Pruitt acknowledged on cross-examination that spot freight rates in the first and second quarters of 2022 were approximately 35% above historical averages, according to publicly available market data from industry sources. In such a market, available trucking capacity was in high demand, and replacement volume should have been readily obtainable at rates equal to or exceeding the TSA contract rates. The fact that Vantor appears to have made no meaningful effort to replace the lost Stonefield volume in what was, by all accounts, one of the most favorable carrier markets in recent memory significantly bolsters Stonefield's failure-to-mitigate defense and calls into question the reasonableness of Vantor's claimed damages.

Pruitt further conceded that Vantor did not hire any business development consultants, did not engage freight brokers to market VTS's available capacity, and did not undertake any formal capacity marketing campaign following the termination.

Pruitt testified that approximately 180 VTS drivers and support staff were terminated following the TSA termination, resulting in severance and unemployment costs that Pruitt estimated at approximately $2.87 million. When asked why VTS did not redeploy those drivers to other accounts instead of terminating them — particularly given the favorable freight market conditions — Pruitt could not provide an explanation. He stated, "That was an operations decision," and again deferred to COO Sandra Milescu and CFO Gregory Fielding. This failure to redeploy existing resources further undermines Vantor's claim that the workforce reduction costs are recoverable as consequential damages, as the costs appear to have been avoidable through reasonable mitigation efforts.

VIII. TESTIMONY REGARDING DAMAGES

Pruitt was asked about Vantor's claimed damages of approximately $95.4 million. Pruitt testified that he was "not involved in the damages calculation" and deferred to Vantor's CFO, Gregory Fielding, and to the expert report of Dr. Philip Trask of Trask Greystone & Associates, which Vantor submitted as its expert damages report.

Although Pruitt disclaimed expertise on the damages analysis, he confirmed his awareness of the following damages components and provided limited testimony regarding each:

Liquidated Damages (TSA Section 14.2). Pruitt confirmed his awareness of the liquidated damages provision in TSA Section 14.2, which provides for liquidated damages in the event of wrongful termination calculated as 75% of the ACV multiplied by the number of remaining contract years (and prorated for partial years). Vantor has calculated its liquidated damages claim at approximately $67.23 million, which it derives as follows: $64.8 million for the two full remaining contract years (75% × $43.2M × 2) plus $2.43 million for the 27-day partial year remaining after the termination date. Pruitt acknowledged he could not independently verify this calculation.

Lost Profits. Pruitt confirmed his awareness that Vantor is also claiming approximately $18.7 million in lost profits, based on a 12% operating margin assumption applied to the projected revenue for the remaining term of the TSA. Pruitt acknowledged he could not independently verify the lost profits figure or the 12% operating margin assumption, stating that those figures were "Gregory [Fielding]'s area" and were addressed in the Trask report.

Stranded Assets. Pruitt confirmed awareness of Vantor's claim for approximately $5.2 million in accelerated depreciation on tractors and trailers that VTS acquired specifically for the SLG contract and that became surplus following the termination. Pruitt deferred to Fielding for the underlying calculations.

Workforce Reduction Costs. Pruitt confirmed the $2.87 million figure for severance and unemployment costs associated with the termination of approximately 180 VTS drivers and support staff, but again deferred to Fielding for the detailed calculations.

Mitigation Costs. Pruitt acknowledged awareness of Vantor's claim for approximately $1.4 million in costs allegedly incurred in connection with mitigation efforts following the termination. This claim is particularly dubious in light of Pruitt's inability to identify any specific mitigation actions taken, as discussed in Section VII above.

On cross-examination, Pruitt was asked whether the liquidated damages claim of $67.23 million and the lost profits claim of $18.7 million were duplicative — that is, whether both claims sought to compensate Vantor for the same lost revenue stream under the TSA. Pruitt acknowledged that he did not understand the distinction and stated, "That's a legal question I'm not qualified to answer." This concession may be relevant to Stonefield's anticipated argument that Vantor is impermissibly double-counting its damages.

IX. TESTIMONY REGARDING INTERNAL COMMUNICATIONS AND VANTOR DECISION-MAKING

Pruitt provided testimony regarding Vantor's internal decision-making structure as it related to the Stonefield account. He described a division of responsibilities in which day-to-day operational decisions — including fleet deployment, driver assignments, and equipment allocation — were made by COO Sandra Milescu and her operations team, while strategic account decisions (such as contract negotiations, pricing discussions, and high-level relationship management) were made jointly by Pruitt and Milescu with input from CEO Nikolai Vantorovich.

Pruitt confirmed that the decision to reassign fleet assets away from SLG-dedicated lanes was "an operations call" made by Milescu. Pruitt stated that he had "limited visibility" into Milescu's fleet allocation decisions and that he learned about the 85-tractor reassignment "sometime after the fact." When asked to specify when he first became aware of the redeployment, Pruitt could not provide a date but estimated it was "probably sometime in late November or December 2021." He could not identify the source from whom he learned of the redeployment or the circumstances under which he was informed.

Pruitt was asked about his communications with Stonefield during the period of performance decline in Q3 and Q4 of 2021. He confirmed that he had "several calls" with Janet Kirkwood during this period but could not produce records of those calls — such as calendar entries, call logs, or contemporaneous notes — and could not confirm the specific content of the conversations. Pruitt described the calls as "general business discussions" in which he and Kirkwood discussed "overall account performance" and "market conditions," but he could not recall whether the issue of VTS's declining service metrics was specifically discussed during any particular call.

Significantly, Pruitt acknowledged that he did not send any written communications to Stonefield between October 2021 (when the fleet redeployment occurred) and January 18, 2022 (when the Cure Notice was issued) alerting Stonefield to the fleet capacity reduction or to the operational challenges that VTS was experiencing on the SLG account. The absence of any written communications during this approximately three-month period is notable, particularly in light of the severity of the performance decline and the fact that Pruitt was the designated relationship manager for the account. This gap in the written record supports an inference that Vantor and VTS did not proactively communicate the deterioration in service to Stonefield, consistent with the Milescu email's suggestion that VTS hoped Stonefield would not "notice" the fleet reduction "until January."

X. REDIRECT EXAMINATION HIGHLIGHTS

On redirect examination by Jason Whitford of Caldwell Royce & Shapiro LLP, Pruitt offered testimony on several points intended to bolster Vantor's litigation themes. The key areas addressed on redirect are summarized below:

Volume Shortfalls as Root Cause. Pruitt emphasized on redirect that Stonefield's volume shortfalls in CY2 and CY3 preceded VTS's performance decline, and that the performance problems were a consequence — rather than a cause — of Stonefield's failure to honor its volume commitments. Pruitt characterized this as a "chicken and egg" situation, arguing that VTS could not maintain full fleet capacity on the Stonefield account when Stonefield was not tendering sufficient volume to justify the resource allocation. This testimony is consistent with Vantor's broader trial narrative that Stonefield's own breaches drove VTS's operational challenges.

Suspicious Timing of Termination. Pruitt reiterated on redirect that the timing of the March 4, 2022 termination — less than one month before the April 1, 2022 rate adjustment would have taken effect — was "suspicious" and supported his belief that the termination was pretextual. Pruitt stated that the rate adjustment represented a significant cost increase for Stonefield and that Stonefield had "every financial incentive" to terminate the contract before the new rates became effective.

Kirkwood-to-Medina Email. Pruitt referenced an internal Stonefield email dated September 22, 2021, from Janet Kirkwood to Elena Medina (believed to be Stonefield's VP of Finance), in which Kirkwood stated: "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract." Pruitt characterized this email as evidence of a "premeditated plan" by Stonefield to terminate the TSA. However, Pruitt acknowledged on further questioning that he had only seen this email in the litigation discovery process and was not aware of its existence at the time it was written or during the relevant performance period. While the email may be probative of Stonefield's state of mind, its significance is limited by the fact that it was written in September 2021 — before the Cure Notice was issued — and is equally consistent with Stonefield's frustration with VTS's genuine performance failures rather than with any pretextual motive.

Stranded Investment. Pruitt testified that Vantor had invested "millions of dollars" in tractors and trailers specifically for the SLG contract and was "blindsided" by the termination. Pruitt stated that the termination left Vantor with substantial stranded assets and workforce costs that Vantor could not have anticipated or prevented.

XI. EXHIBITS LIST

The following twenty-four exhibits were marked during the deposition of Derek Pruitt on July 10, 2023:

XII. ASSESSMENT AND ANALYSIS

A. Strengths for Stonefield's Defense

The Pruitt deposition yielded several significant admissions and evidentiary developments that are favorable to Stonefield's defense. These are assessed in order of significance below.

1. Admission of SLO Failures. Pruitt admitted that VTS "struggled" to maintain committed fleet capacity and confirmed that all five Q4 2021 performance metrics fell "materially below" the contractual SLO thresholds. This admission, made by one of Vantor's most senior commercial personnel, corroborates the factual predicate for Stonefield's termination of the TSA for Cause under Section 13.1(a). Pruitt's initial attempt to characterize the performance failures as "industry-wide" does not negate his concession that VTS's actual metrics were materially deficient. The SLO failures were not marginal — the shortfalls ranged from approximately 11 to 23 percentage points below the contractual thresholds — and Pruitt's testimony confirms that the deficiencies were known to Vantor's senior management at the time.

2. Inability to Demonstrate Cure. Pruitt could not identify any specific cure steps that VTS implemented during the 30-day cure period (January 18 through February 17, 2022). He could not point to a single new driver hire, a single equipment acquisition or lease, or a single fleet redeployment back to SLG-dedicated lanes that occurred during the cure period. Nor could Pruitt identify any post-cure-period performance metrics demonstrating improved performance on any of the five SLOs. This testimony directly supports Stonefield's position that VTS failed to cure the identified material breaches within the contractual cure period, rendering the subsequent termination for Cause proper and enforceable under TSA Section 13.1(a).

3. Failure to Identify Mitigation Steps. Pruitt's inability to identify any specific mitigation actions taken by Vantor or VTS after the March 4, 2022 termination is perhaps the single most significant outcome of the deposition from a damages perspective. Despite a freight market in which spot rates were approximately 35% above historical averages — conditions that should have made replacement volume readily available at favorable rates — Pruitt could not identify any new shipper contracts, any RFPs responded to, any sales outreach efforts, or any engagement of freight brokers or consultants. This testimony, combined with Vantor's similarly vague interrogatory responses, significantly bolsters Stonefield's failure-to-mitigate defense and calls into question the entirety of Vantor's $95.4 million damages claim.

4. Lack of Exclusivity Knowledge. Pruitt could not distinguish between Primary Lanes and Secondary Lanes under Schedule C of the TSA and conceded that he had not reviewed Schedule C before his deposition. This fundamentally undermines Vantor's exclusivity violation theory, as the lanes on which Stonefield used Cascade Freight Systems and Briarwood Trucking (Lanes 8 through 14) are all designated as Secondary Lanes under Schedule C, Section 2, and are therefore not subject to the exclusivity provisions.

5. Limited Knowledge of Fleet Redeployment. Pruitt's testimony that he did not communicate VTS's fleet capacity reduction to Stonefield, combined with his unfamiliarity with the Milescu November 12, 2021 email (VHC-008417), supports the narrative that VTS deliberately concealed the 85-tractor reassignment from Stonefield. The Milescu email's statement that "SLG won't notice until January" is powerful evidence of concealment and bad faith, and Pruitt's inability to rebut or explain that language strengthens Stonefield's position.

6. No Documentary Support for Pretext Theory. Pruitt conceded that he possesses no documentary evidence — no email, memorandum, text message, or other written communication — establishing that Stonefield personnel discussed avoiding the April 2022 rate adjustment as a reason for terminating the TSA. His inference based on "timing" alone is insufficient to establish pretextual motive, particularly in the absence of any corroborating evidence. While the temporal proximity of the termination to the rate adjustment is a fact that Vantor will undoubtedly emphasize at trial, Pruitt's inability to support the pretext theory with anything beyond speculation weakens this aspect of Vantor's case.

B. Weaknesses / Areas of Concern

Notwithstanding the significant strengths outlined above, the Pruitt deposition also revealed certain areas of vulnerability for Stonefield's defense that warrant careful attention and preparation.

1. Volume Shortfall Narrative. Pruitt's testimony regarding Stonefield's alleged ACV shortfalls — $31.8 million tendered against a $43.2 million ACV in CY2, and $36.5 million tendered in approximately 10 months of CY3 against a $43.2 million full-year ACV — provides factual support for Vantor's counter-narrative that Stonefield was the first party to breach the TSA. While Stonefield's force majeure defense substantially undermines the CY2 shortfall claim (the adjusted ACV of $21.6 million was exceeded by $10.2 million), and the CY3 shortfall calculation is based on an incomplete contract year with an unreliable linear volume assumption, the volume shortfall theme is likely to resonate with a jury. Vantor will use this evidence to argue that VTS's performance decline was a predictable consequence of Stonefield's own failure to honor its volume commitments, and this "chicken and egg" narrative has intuitive appeal. We should anticipate that Vantor will present the volume shortfall evidence prominently at trial and prepare accordingly with documentary and expert evidence demonstrating that Stonefield met its adjusted ACV obligations and that VTS's performance failures were attributable to its own operational decisions rather than Stonefield's volume levels.

2. Rate Adjustment Motive. Although Pruitt could not produce documentary evidence of pretextual motive, his testimony about the timing of the March 4, 2022 termination relative to the April 1, 2022 rate adjustment is a narrative that could resonate with a jury. The rate adjustment would have increased per-mile rates by approximately 14.3% (from $2.87/mile to $3.28/mile), adding approximately $6.2 million in annual transportation costs to Stonefield. The fact that Stonefield terminated the TSA less than one month before this rate increase took effect is a temporal coincidence that Vantor will exploit. This theme is consistent with Vantor's overall pretextual-termination theory and will require affirmative evidence from Stonefield demonstrating that the termination decision was driven by VTS's genuine performance failures rather than by cost avoidance. Testimony from Raymond Hess, Tobias Wren, and Janet Kirkwood will be critical to establishing Stonefield's legitimate business justification.

3. Kirkwood Email Reference. Pruitt's reference on redirect to the September 22, 2021 internal Stonefield email from Janet Kirkwood to Elena Medina, in which Kirkwood wrote "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract," Signals that Vantor will rely heavily on this document at trial to establish premeditated intent. While the email is arguably consistent with legitimate frustration over VTS's poor performance and does not constitute evidence of pretextual motive, its colloquial language — particularly "pull the plug" — could be characterized by Vantor as reflecting a predetermined decision to terminate regardless of VTS's cure efforts. We should prepare a comprehensive response to this email, including testimony from Kirkwood contextualizing the communication and evidence demonstrating that Stonefield's termination decision was not made until after the cure period expired without adequate remediation.

C. Recommended Follow-Up Actions

Based on the testimony obtained during the Pruitt deposition, the following follow-up actions are recommended:

1. Summary Judgment Motion — Cause for Termination. Pruitt's admissions regarding SLO failures and his inability to identify any cure steps implemented during the 30-day cure period should be featured prominently in the anticipated motion for summary judgment on the issue of whether Stonefield's termination was properly exercised for Cause under TSA Section 13.1(a). These are largely undisputed facts — Pruitt conceded each SLO failure on the record and could not rebut any element of Stonefield's termination basis — and they provide a strong foundation for summary disposition of Vantor's primary breach of contract claim.

2. Expert Rebuttal Report — Failure to Mitigate. Pruitt's testimony regarding the absence of post-termination mitigation efforts should be highlighted in Dr. Evelyn Rosser's (Kensington Analytics Group LLC) rebuttal expert report as factual support for the failure-to-mitigate analysis. Dr. Rosser should specifically address Pruitt's concession that the spot freight market in Q1–Q2 2022 featured elevated rates approximately 35% above historical averages, and she should quantify the replacement volume that was reasonably available to VTS in that market. Pruitt's inability to identify even a single replacement contract or RFP response — despite being Vantor's Vice President of Business Development — should be framed as dispositive evidence that Vantor failed to undertake reasonable mitigation efforts.

3. Targeted discovery to Lock Down Mitigation Record. Prepare for the possibility that Vantor will attempt to rehabilitate Pruitt's mitigation testimony via supplemental declarations, supplemental interrogatory responses, or trial testimony. Consider serving targeted interrogatories or requests for admissions specifically designed to pin down the absence of post-termination mitigation efforts, including requests for admission that Vantor did not enter into any replacement shipper contracts within 120 days of the TSA termination, did not engage any freight brokers, and did not retain any business development consultants.

4. Summary Judgment Motion — Exclusivity Claim. Pruitt's inability to distinguish between Primary Lanes and Secondary Lanes under Schedule C, combined with his concession that he had not reviewed Schedule C before his deposition, confirms the analysis set forth in the September 30, 2022 exclusivity memorandum. Lanes 8 through 14 are designated as Secondary Lanes not subject to the exclusivity provisions, and Pruitt — the very individual who allegedly complained to Kirkwood about the exclusivity violations — cannot support the factual basis for the claim. This should be developed as a strong summary judgment argument for dismissal of Vantor's exclusivity-based counterclaim.

5. Kirkwood Deposition Coordination. Coordinate with the witness preparation team for Janet Kirkwood's deposition, which is scheduled for July 14, 2023, to ensure consistent testimony regarding: (a) the nature and frequency of her communications with Pruitt during Q3–Q4 2021; (b) Stonefield's use of Cascade Freight Systems and Briarwood Trucking on Secondary Lanes (Lanes 8–14) and the contractual basis for that usage; (c) the context and meaning of her September 22, 2021 email to Elena Medina; and (d) the decision-making process leading to the issuance of the Cure Notice and the subsequent termination.

6. Gregory Fielding discovery. Follow up on the numerous questions that Pruitt deferred to CFO Gregory Fielding, particularly regarding: (a) the force majeure ACV adjustment calculations; (b) the damages model underlying Vantor's $95.4 million claim; (c) the relationship between the liquidated damages and lost profits claims; and (d) the factual basis for the alleged mitigation costs of $1.4 million. If Fielding's deposition has not yet been scheduled, consider whether written discovery (targeted interrogatories or 30(b)(6) designation) would be the most efficient vehicle for obtaining this information.

D. Deposition Grade / Overall Assessment

Derek Pruitt was a cooperative but poorly prepared witness. He was generally responsive to questions and did not exhibit evasiveness or hostility. However, his lack of familiarity with key contractual provisions — most critically, Schedule C and the distinction between Primary and Secondary Lanes — was striking for a witness of his seniority who served as the primary relationship manager for the Stonefield account. His inability to provide any specifics regarding post-termination mitigation efforts or cure activities undertaken during the 30-day cure period represents a significant evidentiary gap for Vantor and suggests either that no meaningful efforts were made or that Vantor's litigation team did not adequately prepare Pruitt to address these topics. In either case, the result is favorable for Stonefield.

Pruitt's demeanor on video was generally neutral to favorable for Stonefield. He appeared credible when making adverse admissions (such as acknowledging the SLO failures) and less credible when attempting to assert affirmative positions (such as the pretext theory) for which he lacked evidentiary support. His visible surprise at the Milescu email (VHC-008417) was genuine and underscores his limited role in VTS's operational decision-making, which itself is a double-edged sword: while it limits the value of his testimony as an account-level witness for Vantor, it also means that the most damaging testimony about VTS's fleet redeployment and concealment will need to come from Milescu and Vantorovich.

Overall Assessment: The Pruitt deposition was favorable to Stonefield on the key issues of Cause for termination, adequacy of cure, and failure to mitigate. The primary risk area remains the volume-shortfall / pretextual-termination narrative, which is Vantor's most compelling trial theme and will require strong countervailing evidence at summary judgment and, if necessary, at trial. The rate adjustment timing issue is not dispositive but is the kind of fact that a jury could find persuasive, and it warrants careful preparation of responsive testimony from Stonefield witnesses.

XIII. DISTRIBUTION AND CONFIDENTIALITY NOTICE

This memorandum has been distributed solely to Samuel Eklund, Responsible Partner, and Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP. This memorandum should not be forwarded to the client or any other person without the express prior approval of the responsible partner.

This memorandum constitutes attorney work product prepared in anticipation of litigation. It is protected from disclosure under Federal Rule of Civil Procedure 26(b)(3) and the attorney work product doctrine. This memorandum should be maintained in the case file for Matter No. 1012-00005 and should not be commingled with client correspondence or other non-privileged materials.

Related Documents:

• Deposition Preparation Memorandum — Derek Pruitt (dated July 3, 2023)

• Deposition Outline — Derek Pruitt (dated July 7, 2023)

• Exclusivity Analysis Memorandum — TSA Schedule C (dated September 30, 2022)

ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL This document and the information contained herein are the confidential attorney work product of Calderwood & Harkness LLP. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

Role	Name	Affiliation
Witness	Derek Pruitt, VP, Business Development	Vantor Holdings Corp.
Examining Counsel (Defendant/Stonefield)	Patrick Gallagher	Calderwood & Harkness LLP
Defending Counsel (Plaintiff/Vantor)	Jason Whitford	Caldwell Royce & Shapiro LLP
Attending Counsel (Plaintiff/Vantor)	Alina Petrov	Caldwell Royce & Shapiro LLP
Court Reporter	Margaret Kline	Prestige Court Reporting Services LLC
Videographer	Daniel Garza	Prestige Court Reporting Services LLC
Service Level Obligation	Contractual Threshold	Q4 2021 Actual	Shortfall
On-time pickup rate	≥ 95%	78.2%	−16.8 percentage points
On-time delivery rate	≥ 93%	81.6%	−11.4 percentage points
Tender acceptance rate	≥ 90%	71.4%	−18.6 percentage points
Equipment availability	≥ 85% of committed fleet	~62% (~248 tractors of 400 committed)	−23 percentage points
Cargo claims ratio	≤ 0.5%	~1.07%	+0.57 percentage points
Exhibit No.	Description
Pruitt Depo. Ex. 1	Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315)
Pruitt Depo. Ex. 2	TSA Schedule B — Rate Structure
Pruitt Depo. Ex. 3	TSA Schedule C — Exclusivity / Lane Designations
Pruitt Depo. Ex. 4	TSA Section 13.1 (Termination for Cause) — excerpt
Pruitt Depo. Ex. 5	TSA Section 14.2 (Liquidated Damages) — excerpt
Pruitt Depo. Ex. 6	TSA Section 12.1 (Force Majeure) — excerpt
Pruitt Depo. Ex. 7	Stonefield Cure Notice dated January 18, 2022 (Raymond Hess to Sandra Milescu)
Pruitt Depo. Ex. 8	Vantor Response to Cure Notice dated February 14, 2022 (Derek Pruitt to Janet Kirkwood)
Pruitt Depo. Ex. 9	VTS Q4 2021 Performance Report (internal VTS document)
Pruitt Depo. Ex. 10	Email from Sandra Milescu to Nikolai Vantorovich dated November 12, 2021 (Bates No. VHC-008417)
Pruitt Depo. Ex. 11	Stonefield Termination Letter dated March 4, 2022 (Tobias Wren to Vantor Holdings Corp. and Vantor Transport Services LLC)

Pruitt Depo. Ex. 12	Vantor Demand Letter dated April 8, 2022
Pruitt Depo. Ex. 13	Vantor's Responses to Stonefield's First Set of Interrogatories (excerpt — Interrogatory No. 14, concerning mitigation efforts)
Pruitt Depo. Ex. 14	Internal VTS fleet deployment report, Q3 2021
Pruitt Depo. Ex. 15	Internal VTS fleet deployment report, Q4 2021
Pruitt Depo. Ex. 16	Email chain between Derek Pruitt and Janet Kirkwood, August 2021
Pruitt Depo. Ex. 17	VTS CY2 revenue summary (internal financial document)
Pruitt Depo. Ex. 18	VTS CY3 revenue summary (partial year, through January 2022)
Pruitt Depo. Ex. 19	Vantor Holdings Corp. 2021 Annual Report (excerpt — SLG account references)
Pruitt Depo. Ex. 20	Email from Nikolai Vantorovich to Sandra Milescu and Derek Pruitt, December 2021 (re: SLG account status)
Pruitt Depo. Ex. 21	Cargo claims summary, November–December 2021
Pruitt Depo. Ex. 22	TSA Section 5.3 (Rate Adjustment Mechanism) — excerpt
Pruitt Depo. Ex. 23	Internal Stonefield email from Janet Kirkwood to Elena Medina, September 22, 2021
Pruitt Depo. Ex. 24	VTS driver termination/severance records, March–April 2022 (summary)

ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
DEPOSITION SUMMARY AND ANALYSIS
Deposition of Derek Pruitt
MATTER: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
C&H MATTER NO.: 1012-00005
DATE: July 17, 2023
PREPARED BY: Simone Laroche, Associate, Calderwood & Harkness LLP
DISTRIBUTED TO: Samuel Eklund, Responsible Partner; Patrick Gallagher, Lead Associate
RE: Summary and Analysis of the Deposition of Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.
PRIVILEGE DESIGNATION: This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected from disclosure under Federal Rule of Civil Procedure 26(b)(3) and the work product doctrine as articulated in Hickman v. Taylor, 329 U.S. 495 (1947). This memorandum contains the mental impressions, conclusions, opinions, and legal theories of counsel. It is not intended for distribution beyond the identified recipients without prior approval of the responsible partner. Under no circumstances should this memorandum be produced to opposing counsel, the client, or any third party without express authorization.
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I. DEPOSITION OVERVIEW
The deposition of Derek Pruitt was taken on July 10, 2023, at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166. The deposition commenced at approximately 9:30 a.m. and concluded at approximately 5:15 p.m., lasting approximately seven hours inclusive of a one-hour lunch break and two additional short breaks taken at the request of defending counsel.
The following individuals were present at the deposition:
The deposition was both stenographically recorded and videotaped. The rough transcript was received from Prestige Court Reporting Services LLC on July 12, 2023. The final certified transcript is expected within thirty days of the deposition date, consistent with the court reporter's standard turnaround. The witness has reserved his right to read and sign the deposition transcript pursuant to Federal Rule of Civil Procedure 30(e). Unless otherwise indicated, all transcript citations in this memorandum refer to the rough transcript and are subject to revision upon receipt of the final certified version.
A total of twenty-four exhibits were marked during the deposition (Pruitt Depo. Ex. 1 through Ex. 24). These exhibits included key provisions of the Transportation Services Agreement, internal Vantor and VTS communications, quarterly performance reports, the Stonefield Cure Notice, Vantor's response to the Cure Notice, the termination letter, and Vantor's demand letter. A complete exhibit list is set forth in Section XI below.
II. BACKGROUND AND ROLE OF WITNESS
Derek Pruitt testified that he has served as Vice President of Business Development at Vantor Holdings Corp. ("Vantor" or "VHC") since approximately September 2017. In this capacity, Pruitt reports directly to Vantor's Chief Executive Officer, Nikolai Vantorovich. Pruitt described his primary responsibilities as managing relationships with Vantor's major shipper-broker accounts, overseeing account retention strategies, and participating in the negotiation of significant transportation contracts on behalf of Vantor and its wholly owned operating subsidiary, Vantor Transport Services LLC ("VTS").
Pruitt testified that the Stonefield Logistics Group Inc. ("Stonefield" or "SLG") account was one of his principal account management responsibilities. He characterized the SLG account as one of Vantor's "top three" revenue accounts, generating approximately $40 to $45 million annually in transportation charges at the height of the relationship. Pruitt identified his primary counterpart at Stonefield as Janet Kirkwood, who held the title of Vice President, Carrier Relations. Pruitt described his relationship with Kirkwood as generally professional and stated that they communicated regularly by telephone and email throughout the life of the account, though the frequency and tone of those communications varied over time, as discussed further below.
Pruitt confirmed that the operative agreement governing the parties' relationship was the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) (the "TSA"). The TSA was executed between Stonefield Logistics Group Inc., as "Shipper-Broker," and Vantor Transport Services LLC, as "Carrier-Provider." Pruitt testified that VTS is the wholly owned operating subsidiary of Vantor Holdings Corp., and that VTS was the entity responsible for day-to-day transportation operations under the TSA.
Pruitt described his involvement in the negotiation of the TSA. He testified that he participated in the negotiations alongside Vantor's Chief Operating Officer, Sandra Milescu, on the Vantor side, and that Stonefield's contract team — which Pruitt recalled as including Janet Kirkwood and representatives from Stonefield's legal department — negotiated on the SLG side. Pruitt identified the law firm Ashford Meridian LLP as having drafted the TSA on Stonefield's behalf. Pruitt recalled that the negotiation process spanned approximately three to four months before the agreement was finalized and executed in March 2019, with an effective date of April 1, 2019.
Pruitt's testimony regarding his role and background was largely consistent with the information set forth in Vantor's initial disclosures and in the publicly available corporate records for Vantor Holdings Corp. His testimony established him as the individual at Vantor with the most direct knowledge of the commercial relationship with Stonefield, while also revealing — as discussed throughout this memorandum — significant gaps in his knowledge of VTS's operational decisions and the contractual provisions at issue.
III. TESTIMONY REGARDING TSA PERFORMANCE — CONTRACT YEARS 1 AND 2
A. Contract Year 1 (April 1, 2019 – March 31, 2020)
Pruitt described Contract Year 1 ("CY1") as a period that was "generally smooth" from both an operational and a commercial perspective. He testified that VTS met or exceeded all five of the Service Level Obligations ("SLOs") established in the TSA throughout CY1. Those SLOs, as set forth in the agreement, required VTS to maintain the following minimum performance thresholds on a quarterly rolling basis:
1. On-time pickup rate: ≥ 95%
2. On-time delivery rate: ≥ 93%
3. Cargo claims ratio: ≤ 0.5% of total freight value
4. Tender acceptance rate: ≥ 90%
5. Equipment availability: ≥ 85% of committed fleet capacity
Pruitt confirmed that during CY1, Stonefield tendered freight volumes at or above the Annual Committed Volume ("ACV") of $43.2 million, which was the contractual minimum volume commitment set forth in Schedule A to the TSA. Pruitt characterized the relationship during this period as "cooperative" and "productive," and stated that there were no material disputes between the parties during CY1.
Pruitt's testimony regarding CY1 performance is consistent with the documentary record and is not contested by either party. CY1 performance is not a focal point of the litigation, but it establishes the contractual baseline against which the subsequent performance deterioration must be measured.
B. Contract Year 2 (April 1, 2020 – March 31, 2021)
Pruitt acknowledged that the onset of the COVID-19 pandemic in early 2020 "significantly disrupted" freight demand across the transportation industry. He testified that both Vantor and Stonefield were affected by the pandemic and the resulting economic dislocation.
When questioned about Stonefield's invocation of the force majeure provision under TSA Section 12.1, Pruitt stated that he was "aware" that Stonefield had sent a force majeure notice but could not recall the specific date on which the notice was received or the precise terms of the notice. He described himself as being "on the periphery" of the force majeure discussion and deferred to other Vantor personnel — specifically COO Sandra Milescu and CFO Gregory Fielding — as the individuals who handled Vantor's assessment of the force majeure notice. Stonefield invoked force majeure for the six-month period from April 2020 through September 2020, during which freight volumes were substantially reduced due to COVID-related disruptions.
Pruitt confirmed that Stonefield's actual freight tenders during CY2 totaled approximately $31.8 million, which he characterized as "below the $43.2 million commitment." However, when confronted with the force majeure adjustment calculation — which reduced the CY2 ACV to $21.6 million (calculated as $43.2 million multiplied by 6/12, reflecting the exclusion of the six-month force majeure period from the ACV calculation) — Pruitt stated that he was "not the person who tracked those calculations" and again deferred to Vantor's CFO, Gregory Fielding. This is a significant point for Stonefield's defense, as Stonefield's actual tenders of $31.8 million exceeded the force-majeure-adjusted ACV of $21.6 million by approximately $10.2 million, thereby negating Vantor's assertion of a volume shortfall in CY2.
Pruitt acknowledged that VTS experienced its own "COVID-related challenges" during CY2, including reduced driver availability, increased absenteeism among existing drivers, and logistical complications arising from public health mandates. Pruitt characterized these challenges as "not unique to VTS" and described them as affecting the entire trucking industry during that period.
On redirect examination by Jason Whitford of Caldwell Royce & Shapiro LLP, Pruitt was asked about freight volumes following the conclusion of the force majeure period in September 2020. Pruitt testified that even after the force majeure period ended, Stonefield's volumes "never returned to pre-COVID levels." This testimony is relevant to Vantor's narrative that Stonefield used the pandemic as a pretext to reduce its volume commitments and shift freight to competing carriers, a theme that Vantor is expected to press at trial.
IV. TESTIMONY REGARDING Q3–Q4 2021 PERFORMANCE DETERIORATION
A. Awareness of Service Level Failures
Pruitt acknowledged that he was aware VTS was "struggling" with its service performance in the second half of 2021, particularly during the fourth quarter of that year. Pruitt described this period as a "difficult operating environment" characterized by a "nationwide driver shortage," elevated fuel costs, and general supply chain disruptions.
When shown the VTS Q4 2021 Performance Report, an internal VTS document marked as Pruitt Deposition Exhibit 9, Pruitt confirmed the following performance metrics for the fourth quarter of 2021:
Pruitt initially attempted to characterize these performance shortfalls as "industry-wide" and attributable to macroeconomic conditions, including the "nationwide driver shortage" and disruptions in the freight market. However, when pressed by examining counsel, Pruitt acknowledged that the specific metrics reflected in the Q4 2021 Performance Report fell "materially below" the contractual SLO thresholds set forth in the TSA. This concession was made after a sustained line of questioning in which Pruitt was asked to compare each actual metric to the corresponding contractual threshold, one by one.
Pruitt's key admission on this point warrants emphasis: Pruitt testified, "I think everybody recognized we were struggling to maintain the committed fleet capacity in Q4 of 2021. It was a difficult operating environment." (Rough Tr. at approximately 147:8–11.) This testimony constitutes a direct admission that VTS was aware of its failure to meet contractual service levels and that the failure was not limited to a single metric but was systemic across all five SLOs.
B. Fleet Redeployment
A critical area of examination concerned VTS's decision to reassign approximately 85 tractors from SLG-dedicated lanes to other accounts in October 2021. This fleet redeployment is central to Stonefield's defense because it demonstrates that VTS's performance deterioration was not simply the product of market conditions but was, at least in part, the direct result of VTS's own decision to reduce the fleet resources devoted to the Stonefield account.
Pruitt was asked whether he was aware that VTS had reassigned approximately 85 tractors from SLG-dedicated lanes to other accounts in October 2021. Pruitt stated that he was "generally aware that fleet decisions were being made by operations" but claimed that he was "not involved in those day-to-day fleet allocation decisions." He deferred to COO Sandra Milescu as the individual responsible for fleet redeployment decisions within VTS.
Pruitt was then shown an email dated November 12, 2021, from Sandra Milescu to Nikolai Vantorovich, Bates-stamped VHC-008417, which was marked as Pruitt Deposition Exhibit 10. The email states, in pertinent part:
"We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
Pruitt stated that he had "not seen that email before" the deposition and was "surprised by the language." His reaction appeared genuine and was visible on the video record. Nevertheless, the content of the Milescu email is highly probative for Stonefield's defense, as it demonstrates that (a) VTS deliberately reduced fleet capacity dedicated to the Stonefield account, (b) VTS's senior leadership was aware that the redeployment would adversely affect service to Stonefield, and (c) VTS chose not to notify Stonefield of the capacity reduction.
On further questioning, Pruitt acknowledged that he did not notify Stonefield or Janet Kirkwood that VTS had reduced the available fleet capacity for SLG-dedicated lanes. When asked to explain why the fleet reduction was not disclosed to Stonefield, Pruitt stated, "That would have been an operations decision, not something I would have communicated." This response, while perhaps technically accurate as to the internal division of responsibilities at VTS, does not absolve Vantor from the failure to disclose a material change in its ability to perform under the TSA. As the primary relationship manager for the SLG account, Pruitt's failure to communicate — or even to inquire about — a reduction of more than 20% of committed fleet capacity is noteworthy and undercuts any suggestion that VTS acted in good faith during this period.
C. Cargo Claims
Pruitt was shown records reflecting sixteen cargo claims filed during November and December 2021, totaling $387,400 in claimed losses. These claims yielded an approximate cargo claims ratio of 1.07%, measured against the contractual SLO threshold of ≤ 0.5%. Pruitt acknowledged that the volume and value of claims were "higher than normal" during this period.
However, Pruitt disputed the accuracy of some individual claims, stating that certain claims were "still being investigated" at the time the data was compiled. When asked to identify the specific claims that he believed were inaccurate, Pruitt was unable to do so. He could not provide the claim numbers, the amounts at issue, or any basis for his assertion that specific claims were erroneous. Furthermore, Pruitt did not produce or identify any documentation — such as internal investigation reports, carrier inspection records, or correspondence with claimants — that would support his challenge to the accuracy of the claims data. This failure to substantiate his challenge effectively concedes the cargo claims metric for purposes of assessing VTS's compliance with the SLOs.
D. Pruitt's Characterization of Causation
Throughout the deposition, Pruitt repeatedly asserted that VTS's performance deficiencies in the second half of 2021 were caused, at least in substantial part, by Stonefield's own actions. Pruitt advanced two primary causation theories:
(1) Volume Shortfalls. Pruitt testified that Stonefield's failure to tender freight volumes meeting the Annual Committed Volume minimums in Contract Years 2 and 3 reduced VTS's revenue from the Stonefield account and forced VTS to "reallocate resources to more reliable accounts" in order to maintain overall fleet utilization and financial viability. In Pruitt's characterization, VTS was compelled to redeploy assets away from the SLG account because Stonefield's reduced tendering made it economically unviable to maintain the full committed fleet on SLG-dedicated lanes.
(2) Alleged Exclusivity Violations. Pruitt testified that Stonefield diverted freight to competing carriers, specifically Cascade Freight Systems Inc. and Briarwood Trucking Co., on lanes that Pruitt believed were covered by the exclusivity provisions set forth in Schedule C of the TSA. Pruitt characterized this alleged diversion as a breach of the TSA that further reduced VTS's revenue from the Stonefield account and compounded the volume shortfall problem.
With respect to the exclusivity allegations, Pruitt testified that he personally complained to Janet Kirkwood in "multiple phone calls" during late 2021 about Stonefield sending freight to Cascade and Briarwood on lanes that Pruitt believed were subject to the exclusivity provisions. However, Pruitt's testimony on this point was significantly undermined during cross-examination.
When asked to identify the specific lanes on which Cascade Freight Systems and Briarwood Trucking were used, Pruitt identified "Lanes 8 through 14." However, when asked whether those lanes were designated as "Primary Lanes" (which are subject to the exclusivity provisions under Schedule C) or "Secondary Lanes" (which are not subject to exclusivity and on which Stonefield is permitted to use multiple carriers), Pruitt was unable to make the distinction. Pruitt conceded on cross-examination that he had not reviewed Schedule C of the TSA prior to the deposition and did not know whether Lanes 8 through 14 were designated as Primary Lanes or Secondary Lanes under Schedule C, Section 2.
This concession is highly significant for Stonefield's defense. As set forth in the September 30, 2022 exclusivity analysis memorandum prepared by this office, Lanes 8 through 14 are all designated as Secondary Lanes under Schedule C, Section 2, and are therefore not subject to the exclusivity provisions. Stonefield's use of Cascade Freight Systems and Briarwood Trucking on these lanes was contractually permissible and does not constitute a breach of the TSA.
V. TESTIMONY REGARDING THE CURE NOTICE AND TERMINATION
A. Cure Notice (January 18, 2022)
Pruitt confirmed that Vantor received a Cure Notice dated January 18, 2022, which was issued by Raymond Hess, Director of Contract Compliance at Stonefield, and addressed to Sandra Milescu in her capacity as COO of Vantor/VTS. The Cure Notice was marked as Pruitt Deposition Exhibit 7. Pruitt acknowledged that the Cure Notice identified specific SLO breaches, set forth the applicable performance metrics alongside the contractual thresholds, and invoked the 30-day cure period set forth in TSA Section 13.1(a).
Pruitt testified that after receipt of the Cure Notice, he participated in internal discussions at Vantor regarding how to respond. However, Pruitt stated that the substantive response was "primarily handled by" COO Sandra Milescu and Vantor's outside legal counsel at Caldwell Royce & Shapiro LLP. Pruitt described his role in the response process as that of a contributor rather than a decision-maker.
B. Vantor's February 14, 2022 Response
Pruitt confirmed that Vantor's formal response to the Cure Notice was transmitted on February 14, 2022, three days before the expiration of the 30-day cure period on February 17, 2022. The response, which was marked as Pruitt Deposition Exhibit 8, was sent by Pruitt himself to Janet Kirkwood at Stonefield.
Pruitt acknowledged that the response "acknowledged operational challenges" that VTS had been experiencing but asserted that Vantor was "taking steps to cure" the identified deficiencies. When asked to describe the specific cure steps that VTS actually implemented between January 18, 2022 (the date of the Cure Notice) and February 17, 2022 (the expiration of the cure period), Pruitt's testimony was notably vague.
Pruitt stated that VTS "was working on hiring additional drivers" and "was looking at bringing in additional equipment" during the cure period. He referenced unspecified "conversations" with driver recruitment agencies and equipment leasing companies. However, Pruitt could not identify any of the following:
• Any specific new driver hires made during the 30-day cure period;
• Any equipment acquisitions or lease agreements executed during the cure period;
• Any fleet redeployments back to SLG-dedicated lanes during the cure period;
• Any post-cure-period performance metrics demonstrating improved performance on any of the five SLOs.
This represents a key admission for Stonefield's defense. The inability of Vantor's primary account relationship manager to identify even a single concrete cure step taken during the contractual cure period strongly supports Stonefield's position that VTS failed to cure the identified material breaches within the time permitted under TSA Section 13.1(a). This testimony should be central to the anticipated motion for summary judgment on the issue of whether Stonefield's termination was properly exercised for Cause.
C. Termination (March 4, 2022)
Pruitt confirmed receipt of the termination letter dated March 4, 2022, sent by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC. The termination letter, marked as Pruitt Deposition Exhibit 11, terminated the TSA effective immediately under Section 13.1(a) for failure to cure material breaches of the Service Level Obligations identified in the January 18, 2022 Cure Notice.
Pruitt characterized the termination as "completely unjustified" and "pretextual." He asserted that the "real motivation" behind Stonefield's decision to terminate the TSA was Stonefield's desire to avoid the contractual rate adjustment scheduled to take effect on April 1, 2022, under the Rate Adjustment Mechanism set forth in TSA Section 5.3. Pruitt testified that the April 2022 rate adjustment would have increased VTS's per-mile rates by approximately 14.3%, from a weighted average of approximately $2.87 per mile to approximately $3.28 per mile, which Pruitt calculated would have added approximately $6.2 million in annual transportation costs to Stonefield's expenditures under the TSA.
When asked directly whether he had any documentary evidence — such as an email, memorandum, text message, or other written communication — in which Stonefield personnel specifically discussed avoiding the rate adjustment as a reason or motivation for terminating the TSA, Pruitt stated, "I don't have an email or a memo, but it's obvious from the timing." Pruitt acknowledged that his pretext theory was based on inference and temporal proximity rather than direct evidence of Stonefield's intent.
VI. TESTIMONY REGARDING VOLUME SHORTFALLS AND STONEFIELD'S ALLEGED BREACH
A. CY2 Shortfall Allegations
Pruitt testified that Stonefield failed to tender the $43.2 million Annual Committed Volume during Contract Year 2 (April 2020 through March 2021), with actual tenders totaling only approximately $31.8 million. Pruitt characterized this as an $11.4 million shortfall against the contractual commitment.
However, when confronted with the force majeure adjustment applicable to CY2, Pruitt's testimony was less than persuasive. Stonefield invoked the force majeure provision under TSA Section 12.1 for the six-month period from April 2020 through September 2020, which, under the contractual formula, reduced the applicable ACV for CY2 to $21.6 million (i.e., $43.2 million × 6/12, reflecting the exclusion of the six-month force majeure period). Stonefield's actual tenders of $31.8 million therefore exceeded the adjusted ACV by approximately $10.2 million, negating any claim of a volume shortfall during CY2.
Pruitt maintained, notwithstanding the force majeure adjustment, that the force majeure provision "should not have applied" because "freight didn't completely stop during COVID" and Vantor "kept providing service throughout the pandemic." This argument reflects a misreading of the force majeure provision, which does not require a complete cessation of freight activity but rather excuses performance when freight demand is materially impaired by qualifying events beyond the affected party's control. Moreover, Pruitt acknowledged that Vantor did not send a formal objection to Stonefield's force majeure notice at the time it was received, which is significant because TSA Section 12.1(c) requires any dispute regarding the applicability of force majeure to be raised within fifteen business days of receipt of the force majeure notice. Vantor's failure to timely object constitutes a waiver of its right to challenge the force majeure designation for CY2.
B. CY3 Shortfall Allegations
Pruitt testified that Stonefield tendered approximately $36.5 million during the portion of Contract Year 3 that elapsed prior to the termination date — specifically, the ten-month period from April 2021 through approximately late January 2022. Pruitt compared this figure to the full-year ACV of $43.2 million and characterized the difference of approximately $6.7 million as a "clear shortfall."
On cross-examination, Pruitt acknowledged two significant weaknesses in this calculation. First, CY3 was not yet complete at the time of termination: only approximately ten of the twelve contract months had elapsed, meaning that any comparison to the full-year ACV is inherently incomplete. Second, Pruitt conceded that his shortfall calculation assumed a linear distribution of freight volumes across the twelve months of the contract year, which Pruitt himself acknowledged was "not always how freight volumes work in practice." Freight volumes in the transportation industry are subject to significant seasonal variation, with higher volumes typically occurring in the fourth calendar quarter (October through December), which corresponds to the latter portion of CY3. It is therefore possible — and indeed probable — that Stonefield's full-year CY3 volumes would have met or approached the ACV had the contract not been terminated.
C. Alleged Exclusivity Violations
As discussed in Section IV.D above, Pruitt alleged that Stonefield diverted freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. in violation of the exclusivity provisions set forth in Schedule C of the TSA. However, Pruitt's testimony on this topic was substantially undermined by his inability to distinguish between Primary Lanes (which are subject to the exclusivity provisions) and Secondary Lanes (which are not), and by his concession that he had not reviewed Schedule C prior to the deposition.
Pruitt could not quantify the dollar value of freight allegedly diverted in violation of the exclusivity provisions. He could not identify the specific shipments, the dates on which they occurred, or the rates at which Cascade and Briarwood transported the freight. This lack of specificity renders Pruitt's exclusivity violation testimony of minimal probative value and significantly weakens Vantor's affirmative counterclaim on this theory.
VII. TESTIMONY REGARDING POST-TERMINATION MITIGATION EFFORTS
This section addresses what is, in the undersigned's assessment, the single most significant area of weakness in Vantor's case: the absence of any meaningful post-termination mitigation efforts by Vantor or VTS.
Pruitt was asked what steps Vantor and VTS took after March 4, 2022 — the date of the TSA termination — to mitigate damages by replacing the lost Stonefield volume. Pruitt testified that Vantor "tried to find replacement business" but acknowledged that the freight market in the first and second quarters of 2022 was "volatile" and "challenging."
When pressed for specifics, Pruitt was unable to identify any concrete mitigation actions. Examining counsel asked Pruitt to identify any of the following:
• New shipper contracts entered into by Vantor or VTS after March 4, 2022;
• Requests for proposals ("RFPs") responded to by Vantor or VTS in the post-termination period;
• Specific sales outreach efforts directed at prospective replacement accounts;
• Engagement of freight brokers to market VTS's available capacity;
• Hiring of business development consultants or sales representatives to pursue replacement volume;
• Any formal marketing or capacity solicitation activities.
Pruitt could not identify any such actions. His response was limited to the following: "I believe our business development team was reaching out to other shippers, but I don't have the specifics in front of me." When asked to name any specific shippers contacted, any proposals submitted, or any replacement contracts secured, Pruitt was unable to do so.
Pruitt was then shown Vantor's interrogatory responses — specifically, the response to Stonefield's Interrogatory No. 14, which asked Vantor to "describe in detail all steps taken by Vantor Holdings Corp. and/or Vantor Transport Services LLC to mitigate the damages allegedly caused by the termination of the TSA, including without limitation the identification of all replacement contracts, all efforts to market available capacity, and all engagements with freight brokers, consultants, or other intermediaries." Vantor's response stated that it "undertook reasonable efforts to replace the lost volume, including outreach to existing and prospective shipper accounts." When asked to point to any documentation supporting this interrogatory response, Pruitt could not do so.
This line of questioning is particularly damaging because the freight market in early-to-mid 2022 was exceptionally favorable for carriers. Pruitt acknowledged on cross-examination that spot freight rates in the first and second quarters of 2022 were approximately 35% above historical averages, according to publicly available market data from industry sources. In such a market, available trucking capacity was in high demand, and replacement volume should have been readily obtainable at rates equal to or exceeding the TSA contract rates. The fact that Vantor appears to have made no meaningful effort to replace the lost Stonefield volume in what was, by all accounts, one of the most favorable carrier markets in recent memory significantly bolsters Stonefield's failure-to-mitigate defense and calls into question the reasonableness of Vantor's claimed damages.
Pruitt further conceded that Vantor did not hire any business development consultants, did not engage freight brokers to market VTS's available capacity, and did not undertake any formal capacity marketing campaign following the termination.
Pruitt testified that approximately 180 VTS drivers and support staff were terminated following the TSA termination, resulting in severance and unemployment costs that Pruitt estimated at approximately $2.87 million. When asked why VTS did not redeploy those drivers to other accounts instead of terminating them — particularly given the favorable freight market conditions — Pruitt could not provide an explanation. He stated, "That was an operations decision," and again deferred to COO Sandra Milescu and CFO Gregory Fielding. This failure to redeploy existing resources further undermines Vantor's claim that the workforce reduction costs are recoverable as consequential damages, as the costs appear to have been avoidable through reasonable mitigation efforts.
VIII. TESTIMONY REGARDING DAMAGES
Pruitt was asked about Vantor's claimed damages of approximately $95.4 million. Pruitt testified that he was "not involved in the damages calculation" and deferred to Vantor's CFO, Gregory Fielding, and to the expert report of Dr. Philip Trask of Trask Greystone & Associates, which Vantor submitted as its expert damages report.
Although Pruitt disclaimed expertise on the damages analysis, he confirmed his awareness of the following damages components and provided limited testimony regarding each:
Liquidated Damages (TSA Section 14.2). Pruitt confirmed his awareness of the liquidated damages provision in TSA Section 14.2, which provides for liquidated damages in the event of wrongful termination calculated as 75% of the ACV multiplied by the number of remaining contract years (and prorated for partial years). Vantor has calculated its liquidated damages claim at approximately $67.23 million, which it derives as follows: $64.8 million for the two full remaining contract years (75% × $43.2M × 2) plus $2.43 million for the 27-day partial year remaining after the termination date. Pruitt acknowledged he could not independently verify this calculation.
Lost Profits. Pruitt confirmed his awareness that Vantor is also claiming approximately $18.7 million in lost profits, based on a 12% operating margin assumption applied to the projected revenue for the remaining term of the TSA. Pruitt acknowledged he could not independently verify the lost profits figure or the 12% operating margin assumption, stating that those figures were "Gregory [Fielding]'s area" and were addressed in the Trask report.
Stranded Assets. Pruitt confirmed awareness of Vantor's claim for approximately $5.2 million in accelerated depreciation on tractors and trailers that VTS acquired specifically for the SLG contract and that became surplus following the termination. Pruitt deferred to Fielding for the underlying calculations.
Workforce Reduction Costs. Pruitt confirmed the $2.87 million figure for severance and unemployment costs associated with the termination of approximately 180 VTS drivers and support staff, but again deferred to Fielding for the detailed calculations.
Mitigation Costs. Pruitt acknowledged awareness of Vantor's claim for approximately $1.4 million in costs allegedly incurred in connection with mitigation efforts following the termination. This claim is particularly dubious in light of Pruitt's inability to identify any specific mitigation actions taken, as discussed in Section VII above.
On cross-examination, Pruitt was asked whether the liquidated damages claim of $67.23 million and the lost profits claim of $18.7 million were duplicative — that is, whether both claims sought to compensate Vantor for the same lost revenue stream under the TSA. Pruitt acknowledged that he did not understand the distinction and stated, "That's a legal question I'm not qualified to answer." This concession may be relevant to Stonefield's anticipated argument that Vantor is impermissibly double-counting its damages.
IX. TESTIMONY REGARDING INTERNAL COMMUNICATIONS AND VANTOR DECISION-MAKING
Pruitt provided testimony regarding Vantor's internal decision-making structure as it related to the Stonefield account. He described a division of responsibilities in which day-to-day operational decisions — including fleet deployment, driver assignments, and equipment allocation — were made by COO Sandra Milescu and her operations team, while strategic account decisions (such as contract negotiations, pricing discussions, and high-level relationship management) were made jointly by Pruitt and Milescu with input from CEO Nikolai Vantorovich.
Pruitt confirmed that the decision to reassign fleet assets away from SLG-dedicated lanes was "an operations call" made by Milescu. Pruitt stated that he had "limited visibility" into Milescu's fleet allocation decisions and that he learned about the 85-tractor reassignment "sometime after the fact." When asked to specify when he first became aware of the redeployment, Pruitt could not provide a date but estimated it was "probably sometime in late November or December 2021." He could not identify the source from whom he learned of the redeployment or the circumstances under which he was informed.
Pruitt was asked about his communications with Stonefield during the period of performance decline in Q3 and Q4 of 2021. He confirmed that he had "several calls" with Janet Kirkwood during this period but could not produce records of those calls — such as calendar entries, call logs, or contemporaneous notes — and could not confirm the specific content of the conversations. Pruitt described the calls as "general business discussions" in which he and Kirkwood discussed "overall account performance" and "market conditions," but he could not recall whether the issue of VTS's declining service metrics was specifically discussed during any particular call.
Significantly, Pruitt acknowledged that he did not send any written communications to Stonefield between October 2021 (when the fleet redeployment occurred) and January 18, 2022 (when the Cure Notice was issued) alerting Stonefield to the fleet capacity reduction or to the operational challenges that VTS was experiencing on the SLG account. The absence of any written communications during this approximately three-month period is notable, particularly in light of the severity of the performance decline and the fact that Pruitt was the designated relationship manager for the account. This gap in the written record supports an inference that Vantor and VTS did not proactively communicate the deterioration in service to Stonefield, consistent with the Milescu email's suggestion that VTS hoped Stonefield would not "notice" the fleet reduction "until January."
X. REDIRECT EXAMINATION HIGHLIGHTS
On redirect examination by Jason Whitford of Caldwell Royce & Shapiro LLP, Pruitt offered testimony on several points intended to bolster Vantor's litigation themes. The key areas addressed on redirect are summarized below:
Volume Shortfalls as Root Cause. Pruitt emphasized on redirect that Stonefield's volume shortfalls in CY2 and CY3 preceded VTS's performance decline, and that the performance problems were a consequence — rather than a cause — of Stonefield's failure to honor its volume commitments. Pruitt characterized this as a "chicken and egg" situation, arguing that VTS could not maintain full fleet capacity on the Stonefield account when Stonefield was not tendering sufficient volume to justify the resource allocation. This testimony is consistent with Vantor's broader trial narrative that Stonefield's own breaches drove VTS's operational challenges.
Suspicious Timing of Termination. Pruitt reiterated on redirect that the timing of the March 4, 2022 termination — less than one month before the April 1, 2022 rate adjustment would have taken effect — was "suspicious" and supported his belief that the termination was pretextual. Pruitt stated that the rate adjustment represented a significant cost increase for Stonefield and that Stonefield had "every financial incentive" to terminate the contract before the new rates became effective.
Kirkwood-to-Medina Email. Pruitt referenced an internal Stonefield email dated September 22, 2021, from Janet Kirkwood to Elena Medina (believed to be Stonefield's VP of Finance), in which Kirkwood stated: "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract." Pruitt characterized this email as evidence of a "premeditated plan" by Stonefield to terminate the TSA. However, Pruitt acknowledged on further questioning that he had only seen this email in the litigation discovery process and was not aware of its existence at the time it was written or during the relevant performance period. While the email may be probative of Stonefield's state of mind, its significance is limited by the fact that it was written in September 2021 — before the Cure Notice was issued — and is equally consistent with Stonefield's frustration with VTS's genuine performance failures rather than with any pretextual motive.
Stranded Investment. Pruitt testified that Vantor had invested "millions of dollars" in tractors and trailers specifically for the SLG contract and was "blindsided" by the termination. Pruitt stated that the termination left Vantor with substantial stranded assets and workforce costs that Vantor could not have anticipated or prevented.
XI. EXHIBITS LIST
The following twenty-four exhibits were marked during the deposition of Derek Pruitt on July 10, 2023:
XII. ASSESSMENT AND ANALYSIS
A. Strengths for Stonefield's Defense
The Pruitt deposition yielded several significant admissions and evidentiary developments that are favorable to Stonefield's defense. These are assessed in order of significance below.
1. Admission of SLO Failures. Pruitt admitted that VTS "struggled" to maintain committed fleet capacity and confirmed that all five Q4 2021 performance metrics fell "materially below" the contractual SLO thresholds. This admission, made by one of Vantor's most senior commercial personnel, corroborates the factual predicate for Stonefield's termination of the TSA for Cause under Section 13.1(a). Pruitt's initial attempt to characterize the performance failures as "industry-wide" does not negate his concession that VTS's actual metrics were materially deficient. The SLO failures were not marginal — the shortfalls ranged from approximately 11 to 23 percentage points below the contractual thresholds — and Pruitt's testimony confirms that the deficiencies were known to Vantor's senior management at the time.
2. Inability to Demonstrate Cure. Pruitt could not identify any specific cure steps that VTS implemented during the 30-day cure period (January 18 through February 17, 2022). He could not point to a single new driver hire, a single equipment acquisition or lease, or a single fleet redeployment back to SLG-dedicated lanes that occurred during the cure period. Nor could Pruitt identify any post-cure-period performance metrics demonstrating improved performance on any of the five SLOs. This testimony directly supports Stonefield's position that VTS failed to cure the identified material breaches within the contractual cure period, rendering the subsequent termination for Cause proper and enforceable under TSA Section 13.1(a).
3. Failure to Identify Mitigation Steps. Pruitt's inability to identify any specific mitigation actions taken by Vantor or VTS after the March 4, 2022 termination is perhaps the single most significant outcome of the deposition from a damages perspective. Despite a freight market in which spot rates were approximately 35% above historical averages — conditions that should have made replacement volume readily available at favorable rates — Pruitt could not identify any new shipper contracts, any RFPs responded to, any sales outreach efforts, or any engagement of freight brokers or consultants. This testimony, combined with Vantor's similarly vague interrogatory responses, significantly bolsters Stonefield's failure-to-mitigate defense and calls into question the entirety of Vantor's $95.4 million damages claim.
4. Lack of Exclusivity Knowledge. Pruitt could not distinguish between Primary Lanes and Secondary Lanes under Schedule C of the TSA and conceded that he had not reviewed Schedule C before his deposition. This fundamentally undermines Vantor's exclusivity violation theory, as the lanes on which Stonefield used Cascade Freight Systems and Briarwood Trucking (Lanes 8 through 14) are all designated as Secondary Lanes under Schedule C, Section 2, and are therefore not subject to the exclusivity provisions.
5. Limited Knowledge of Fleet Redeployment. Pruitt's testimony that he did not communicate VTS's fleet capacity reduction to Stonefield, combined with his unfamiliarity with the Milescu November 12, 2021 email (VHC-008417), supports the narrative that VTS deliberately concealed the 85-tractor reassignment from Stonefield. The Milescu email's statement that "SLG won't notice until January" is powerful evidence of concealment and bad faith, and Pruitt's inability to rebut or explain that language strengthens Stonefield's position.
6. No Documentary Support for Pretext Theory. Pruitt conceded that he possesses no documentary evidence — no email, memorandum, text message, or other written communication — establishing that Stonefield personnel discussed avoiding the April 2022 rate adjustment as a reason for terminating the TSA. His inference based on "timing" alone is insufficient to establish pretextual motive, particularly in the absence of any corroborating evidence. While the temporal proximity of the termination to the rate adjustment is a fact that Vantor will undoubtedly emphasize at trial, Pruitt's inability to support the pretext theory with anything beyond speculation weakens this aspect of Vantor's case.
B. Weaknesses / Areas of Concern
Notwithstanding the significant strengths outlined above, the Pruitt deposition also revealed certain areas of vulnerability for Stonefield's defense that warrant careful attention and preparation.
1. Volume Shortfall Narrative. Pruitt's testimony regarding Stonefield's alleged ACV shortfalls — $31.8 million tendered against a $43.2 million ACV in CY2, and $36.5 million tendered in approximately 10 months of CY3 against a $43.2 million full-year ACV — provides factual support for Vantor's counter-narrative that Stonefield was the first party to breach the TSA. While Stonefield's force majeure defense substantially undermines the CY2 shortfall claim (the adjusted ACV of $21.6 million was exceeded by $10.2 million), and the CY3 shortfall calculation is based on an incomplete contract year with an unreliable linear volume assumption, the volume shortfall theme is likely to resonate with a jury. Vantor will use this evidence to argue that VTS's performance decline was a predictable consequence of Stonefield's own failure to honor its volume commitments, and this "chicken and egg" narrative has intuitive appeal. We should anticipate that Vantor will present the volume shortfall evidence prominently at trial and prepare accordingly with documentary and expert evidence demonstrating that Stonefield met its adjusted ACV obligations and that VTS's performance failures were attributable to its own operational decisions rather than Stonefield's volume levels.
2. Rate Adjustment Motive. Although Pruitt could not produce documentary evidence of pretextual motive, his testimony about the timing of the March 4, 2022 termination relative to the April 1, 2022 rate adjustment is a narrative that could resonate with a jury. The rate adjustment would have increased per-mile rates by approximately 14.3% (from $2.87/mile to $3.28/mile), adding approximately $6.2 million in annual transportation costs to Stonefield. The fact that Stonefield terminated the TSA less than one month before this rate increase took effect is a temporal coincidence that Vantor will exploit. This theme is consistent with Vantor's overall pretextual-termination theory and will require affirmative evidence from Stonefield demonstrating that the termination decision was driven by VTS's genuine performance failures rather than by cost avoidance. Testimony from Raymond Hess, Tobias Wren, and Janet Kirkwood will be critical to establishing Stonefield's legitimate business justification.
3. Kirkwood Email Reference. Pruitt's reference on redirect to the September 22, 2021 internal Stonefield email from Janet Kirkwood to Elena Medina, in which Kirkwood wrote "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract," Signals that Vantor will rely heavily on this document at trial to establish premeditated intent. While the email is arguably consistent with legitimate frustration over VTS's poor performance and does not constitute evidence of pretextual motive, its colloquial language — particularly "pull the plug" — could be characterized by Vantor as reflecting a predetermined decision to terminate regardless of VTS's cure efforts. We should prepare a comprehensive response to this email, including testimony from Kirkwood contextualizing the communication and evidence demonstrating that Stonefield's termination decision was not made until after the cure period expired without adequate remediation.
C. Recommended Follow-Up Actions
Based on the testimony obtained during the Pruitt deposition, the following follow-up actions are recommended:
1. Summary Judgment Motion — Cause for Termination. Pruitt's admissions regarding SLO failures and his inability to identify any cure steps implemented during the 30-day cure period should be featured prominently in the anticipated motion for summary judgment on the issue of whether Stonefield's termination was properly exercised for Cause under TSA Section 13.1(a). These are largely undisputed facts — Pruitt conceded each SLO failure on the record and could not rebut any element of Stonefield's termination basis — and they provide a strong foundation for summary disposition of Vantor's primary breach of contract claim.
2. Expert Rebuttal Report — Failure to Mitigate. Pruitt's testimony regarding the absence of post-termination mitigation efforts should be highlighted in Dr. Evelyn Rosser's (Kensington Analytics Group LLC) rebuttal expert report as factual support for the failure-to-mitigate analysis. Dr. Rosser should specifically address Pruitt's concession that the spot freight market in Q1–Q2 2022 featured elevated rates approximately 35% above historical averages, and she should quantify the replacement volume that was reasonably available to VTS in that market. Pruitt's inability to identify even a single replacement contract or RFP response — despite being Vantor's Vice President of Business Development — should be framed as dispositive evidence that Vantor failed to undertake reasonable mitigation efforts.
3. Targeted discovery to Lock Down Mitigation Record. Prepare for the possibility that Vantor will attempt to rehabilitate Pruitt's mitigation testimony via supplemental declarations, supplemental interrogatory responses, or trial testimony. Consider serving targeted interrogatories or requests for admissions specifically designed to pin down the absence of post-termination mitigation efforts, including requests for admission that Vantor did not enter into any replacement shipper contracts within 120 days of the TSA termination, did not engage any freight brokers, and did not retain any business development consultants.
4. Summary Judgment Motion — Exclusivity Claim. Pruitt's inability to distinguish between Primary Lanes and Secondary Lanes under Schedule C, combined with his concession that he had not reviewed Schedule C before his deposition, confirms the analysis set forth in the September 30, 2022 exclusivity memorandum. Lanes 8 through 14 are designated as Secondary Lanes not subject to the exclusivity provisions, and Pruitt — the very individual who allegedly complained to Kirkwood about the exclusivity violations — cannot support the factual basis for the claim. This should be developed as a strong summary judgment argument for dismissal of Vantor's exclusivity-based counterclaim.
5. Kirkwood Deposition Coordination. Coordinate with the witness preparation team for Janet Kirkwood's deposition, which is scheduled for July 14, 2023, to ensure consistent testimony regarding: (a) the nature and frequency of her communications with Pruitt during Q3–Q4 2021; (b) Stonefield's use of Cascade Freight Systems and Briarwood Trucking on Secondary Lanes (Lanes 8–14) and the contractual basis for that usage; (c) the context and meaning of her September 22, 2021 email to Elena Medina; and (d) the decision-making process leading to the issuance of the Cure Notice and the subsequent termination.
6. Gregory Fielding discovery. Follow up on the numerous questions that Pruitt deferred to CFO Gregory Fielding, particularly regarding: (a) the force majeure ACV adjustment calculations; (b) the damages model underlying Vantor's $95.4 million claim; (c) the relationship between the liquidated damages and lost profits claims; and (d) the factual basis for the alleged mitigation costs of $1.4 million. If Fielding's deposition has not yet been scheduled, consider whether written discovery (targeted interrogatories or 30(b)(6) designation) would be the most efficient vehicle for obtaining this information.
D. Deposition Grade / Overall Assessment
Derek Pruitt was a cooperative but poorly prepared witness. He was generally responsive to questions and did not exhibit evasiveness or hostility. However, his lack of familiarity with key contractual provisions — most critically, Schedule C and the distinction between Primary and Secondary Lanes — was striking for a witness of his seniority who served as the primary relationship manager for the Stonefield account. His inability to provide any specifics regarding post-termination mitigation efforts or cure activities undertaken during the 30-day cure period represents a significant evidentiary gap for Vantor and suggests either that no meaningful efforts were made or that Vantor's litigation team did not adequately prepare Pruitt to address these topics. In either case, the result is favorable for Stonefield.
Pruitt's demeanor on video was generally neutral to favorable for Stonefield. He appeared credible when making adverse admissions (such as acknowledging the SLO failures) and less credible when attempting to assert affirmative positions (such as the pretext theory) for which he lacked evidentiary support. His visible surprise at the Milescu email (VHC-008417) was genuine and underscores his limited role in VTS's operational decision-making, which itself is a double-edged sword: while it limits the value of his testimony as an account-level witness for Vantor, it also means that the most damaging testimony about VTS's fleet redeployment and concealment will need to come from Milescu and Vantorovich.
Overall Assessment: The Pruitt deposition was favorable to Stonefield on the key issues of Cause for termination, adequacy of cure, and failure to mitigate. The primary risk area remains the volume-shortfall / pretextual-termination narrative, which is Vantor's most compelling trial theme and will require strong countervailing evidence at summary judgment and, if necessary, at trial. The rate adjustment timing issue is not dispositive but is the kind of fact that a jury could find persuasive, and it warrants careful preparation of responsive testimony from Stonefield witnesses.
XIII. DISTRIBUTION AND CONFIDENTIALITY NOTICE
This memorandum has been distributed solely to Samuel Eklund, Responsible Partner, and Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP. This memorandum should not be forwarded to the client or any other person without the express prior approval of the responsible partner.
This memorandum constitutes attorney work product prepared in anticipation of litigation. It is protected from disclosure under Federal Rule of Civil Procedure 26(b)(3) and the attorney work product doctrine. This memorandum should be maintained in the case file for Matter No. 1012-00005 and should not be commingled with client correspondence or other non-privileged materials.
Related Documents:
• Deposition Preparation Memorandum — Derek Pruitt (dated July 3, 2023)
• Deposition Outline — Derek Pruitt (dated July 7, 2023)
• Exclusivity Analysis Memorandum — TSA Schedule C (dated September 30, 2022)
ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL This document and the information contained herein are the confidential attorney work product of Calderwood & Harkness LLP. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
Role | Name | Affiliation
Witness | Derek Pruitt, VP, Business Development | Vantor Holdings Corp.
Examining Counsel (Defendant/Stonefield) | Patrick Gallagher | Calderwood & Harkness LLP
Defending Counsel (Plaintiff/Vantor) | Jason Whitford | Caldwell Royce & Shapiro LLP
Attending Counsel (Plaintiff/Vantor) | Alina Petrov | Caldwell Royce & Shapiro LLP
Court Reporter | Margaret Kline | Prestige Court Reporting Services LLC
Videographer | Daniel Garza | Prestige Court Reporting Services LLC
Service Level Obligation | Contractual Threshold | Q4 2021 Actual | Shortfall
On-time pickup rate | ≥ 95% | 78.2% | −16.8 percentage points
On-time delivery rate | ≥ 93% | 81.6% | −11.4 percentage points
Tender acceptance rate | ≥ 90% | 71.4% | −18.6 percentage points
Equipment availability | ≥ 85% of committed fleet | ~62% (~248 tractors of 400 committed) | −23 percentage points
Cargo claims ratio | ≤ 0.5% | ~1.07% | +0.57 percentage points
Exhibit No. | Description
Pruitt Depo. Ex. 1 | Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315)
Pruitt Depo. Ex. 2 | TSA Schedule B — Rate Structure
Pruitt Depo. Ex. 3 | TSA Schedule C — Exclusivity / Lane Designations
Pruitt Depo. Ex. 4 | TSA Section 13.1 (Termination for Cause) — excerpt
Pruitt Depo. Ex. 5 | TSA Section 14.2 (Liquidated Damages) — excerpt
Pruitt Depo. Ex. 6 | TSA Section 12.1 (Force Majeure) — excerpt
Pruitt Depo. Ex. 7 | Stonefield Cure Notice dated January 18, 2022 (Raymond Hess to Sandra Milescu)
Pruitt Depo. Ex. 8 | Vantor Response to Cure Notice dated February 14, 2022 (Derek Pruitt to Janet Kirkwood)
Pruitt Depo. Ex. 9 | VTS Q4 2021 Performance Report (internal VTS document)
Pruitt Depo. Ex. 10 | Email from Sandra Milescu to Nikolai Vantorovich dated November 12, 2021 (Bates No. VHC-008417)
Pruitt Depo. Ex. 11 | Stonefield Termination Letter dated March 4, 2022 (Tobias Wren to Vantor Holdings Corp. and Vantor Transport Services LLC)
Pruitt Depo. Ex. 12 | Vantor Demand Letter dated April 8, 2022
Pruitt Depo. Ex. 13 | Vantor's Responses to Stonefield's First Set of Interrogatories (excerpt — Interrogatory No. 14, concerning mitigation efforts)
Pruitt Depo. Ex. 14 | Internal VTS fleet deployment report, Q3 2021
Pruitt Depo. Ex. 15 | Internal VTS fleet deployment report, Q4 2021
Pruitt Depo. Ex. 16 | Email chain between Derek Pruitt and Janet Kirkwood, August 2021
Pruitt Depo. Ex. 17 | VTS CY2 revenue summary (internal financial document)
Pruitt Depo. Ex. 18 | VTS CY3 revenue summary (partial year, through January 2022)
Pruitt Depo. Ex. 19 | Vantor Holdings Corp. 2021 Annual Report (excerpt — SLG account references)
Pruitt Depo. Ex. 20 | Email from Nikolai Vantorovich to Sandra Milescu and Derek Pruitt, December 2021 (re: SLG account status)
Pruitt Depo. Ex. 21 | Cargo claims summary, November–December 2021
Pruitt Depo. Ex. 22 | TSA Section 5.3 (Rate Adjustment Mechanism) — excerpt
Pruitt Depo. Ex. 23 | Internal Stonefield email from Janet Kirkwood to Elena Medina, September 22, 2021
Pruitt Depo. Ex. 24 | VTS driver termination/severance records, March–April 2022 (summary)